Neogen shareholders approve employee share plan expansion

Shareholders approved an increase in shares available for issuance under the Employee Stock Purchase Plan and ratified the auditor for the fiscal year ending May 31, 2027.

Rhea-AI Filing Summary

Neogen Corporation reported the results of its October 1, 2026 annual meeting, where 176,180,487 of the 218,106,005 shares outstanding and entitled to vote were present and voted. The listed director nominees received 146,152,766 votes for Aashima Gupta, 155,080,607 for Raphael A. Rodriguez, and 154,950,353 for Catherine E. Woteki, Ph.D. Shareholders approved named executive officer compensation on an advisory basis, ratified BDO USA, P.C. as auditor for the fiscal year ending May 31, 2027, approved the amended and restated Omnibus Incentive Plan, and approved an Employee Stock Purchase Plan amendment to increase shares available for issuance. Chief Financial Officer R. Bryan Riggsbee signed the report.

8-K Event Classification

2 items: 5.07, 9.01

2 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Shares outstanding and entitled to vote: 218,106,005 shares Shares present and voted: 176,180,487 shares Votes for named executive officer compensation: 151,434,206 votes +3 more

6 metrics

Shares outstanding and entitled to vote 218,106,005 shares At the October 1, 2026 annual meeting

Shares present and voted 176,180,487 shares At the October 1, 2026 annual meeting

Votes for named executive officer compensation 151,434,206 votes Advisory compensation proposal

Votes for auditor ratification 172,788,682 votes BDO USA, P.C. appointment for the fiscal year ending May 31, 2027

Votes for Omnibus Incentive Plan 150,242,832 votes Amended and restated plan proposal

Votes for Employee Stock Purchase Plan amendment 153,486,408 votes Amendment to increase shares available for issuance

Key Terms

advisory basis, Broker Non-Vote, Omnibus Incentive Plan

3 terms

advisory basis financial

"approved, on an advisory basis, the compensation"

Broker Non-Vote financial

"Broker Non-Vote"

A broker non-vote happens when a brokerage firm holds shares in street name for a client but does not cast a ballot on a particular shareholder item because the broker lacks discretionary authority to vote that matter. Think of it like a person who owns a ticket but the ticket-holder refuses to vote on some issues; the share counts for ownership but not for that vote, which can affect whether proposals reach the required number of votes or a quorum.

Omnibus Incentive Plan financial

"Neogen Corporation Amended and Restated Omnibus Incentive Plan"

An omnibus incentive plan is a single, flexible program a company uses to give employees and executives different types of pay tied to performance — for example stock options, restricted shares, cash bonuses and other awards — all governed by one set of rules. It matters to investors because it determines how many new shares may be created, how leaders are motivated and how much the company will spend on compensation over time; think of it as a master toolbox that affects both costs and the total share supply.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many shares voted at NEOG's 2026 annual meeting?

At Neogen's October 1, 2026 annual meeting, 176,180,487 of the 218,106,005 shares outstanding and entitled to vote were present and voted.

What did NEOG shareholders approve at the 2026 annual meeting?

Shareholders approved named executive officer compensation on an advisory basis, the amended and restated Omnibus Incentive Plan, and an Employee Stock Purchase Plan amendment to increase shares available for issuance. They also ratified BDO USA, P.C. as auditor for the fiscal year ending May 31, 2027.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/07/2026 - 08:56 AM Accepted by SEC EDGAR 10/07/2026 - 08:55 AM Learn about SEC filing dates

false000071137700007113772026-10-012026-10-01

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 01, 2026

Neogen Corporation

(Exact name of Registrant as Specified in Its Charter)

Michigan			0-17988	38-2367843
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
620 Lesher Place
Lansing, Michigan				48912
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (517) 372-9200

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.16 par value per share		NEOG		Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

On October 1, 2026, the Company held its 2026 Annual Meeting of Shareholders. At the meeting, 176,180,487 of the 218,106,005 shares outstanding and entitled to vote were present and voted. The matters listed below were submitted to a vote of the shareholders though the solicitation of proxies. The proposals are described in detail in the Company’s Proxy Statement dated as of, and filed with Securities and Exchange Commission on, August 21, 2026. The voting results are as follows:

Proposal 1 – Election of Directors

Nominee		For				Withheld
Aashima Gupta			146,152,766				10,476,533
Raphael A. Rodriguez			155,080,607				1,548,692
Catherine E. Woteki, Ph.D.			154,950,353				1,678,946

Proposal 2 – To Approve, on an Advisory Basis, the Compensation of the Company’s Named Executive Officers

The shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the proxy materials.

For				Against				Abstain				Broker Non-Vote
	151,434,206				2,498,510				2,677,583				19,551,188

Proposal 3 – Ratification of the Appointment of the Company’s Independent Registered Public Accounting Firm

The shareholders ratified the appointment of BDO USA, P.C. as the Company’s auditors for the fiscal year ending May 31, 2027.

For				Against				Abstain				Broker Non-Vote
	172,788,682				927,148				2,445,657				0

Proposal 4 – To Approve the Neogen Corporation Amended and Restated Omnibus Incentive Plan

The shareholders approved the Neogen Corporation Amended and Restated Omnibus Incentive Plan, as disclosed in the proxy materials.

For				Against				Abstain				Broker Non-Vote
	150,242,832				3,815,133				2,552,334				19,551,188

Proposal 5 – To Approve an Amendment to the Neogen Corporation Employee Stock Purchase Plan

The shareholders approved the Amendment to the Neogen Corporation Employee Stock Purchase Plan to increase the number of shares available for issuance pursuant to the plan, as disclosed in the proxy materials.

For				Against				Abstain				Broker Non-Vote
	153,486,408				629,715				2,494,176				19,551,188

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit	Description
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			NEOGEN CORPORATION
Date:	October 7, 2026	By:	/s/ R. Bryan Riggsbee
			Name: R. Bryan Riggsbee Title: Chief Financial Officer

Filing Exhibits & Attachments

1 document

Other Documents

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